Every day, e-commerce entrepreneurs are bombarded with a lot of information about how to conduct their business, or about aspects of legislation that impact their companies. Many “tips” of even dubious usefulness, it’s true.
But little or almost nothing is disclosed about a problem that can affect any e-commerce, and which is reasonable to make an analogy to a kind of “death penalty” for a company: the declaration of ineligibility of its CNPJ.
Going back a few boxes, it is necessary to clarify that the CNPJ does not determine the existence of the company as an autonomous entity before third parties (legal personality). The “birth” before third parties of a company occurs with valid registration with the Public Registry of Commercial Companies, under the responsibility of commercial boards.
It is worth mentioning that if a company is preceded by a corporate relationship (business partnership), the rules of the existence of the company between the partners do not depend on registration with the commercial board. In other words, between partners, existence occurs from the first minute and is independent of even a written document, given the possibility of the existence of a de facto society.
The National Register of Legal Entities, CNPJ, is a system administered by the RFB and comprises data and information relating to businesspeople, legal entities and similar entities, as well as other entities of public interest. It is the successor to the old CGC (General Taxpayer Register) that was in force until June 1998.
Political parties, residential condominiums, the Union, states and municipalities, and a series of other entities that do not have business activities, for example, are registered with the CNPJ.
But the truth is that, even without having been created without this purpose – to validate the existence of a company before third parties –, an e-commerce today with its CNPJ scratched will hardly be able to prosper in the market.
The damage of an unfit CNPJ
If a scratch already causes damage, imagine an unfit CNPJ? Hence, the knowledge of which events can lead an e-commerce company to have its CNPJ declared unfit by the Federal Revenue becomes important. Let’s go to them:
– Fail to present additional obligations, declarations or statements to which you are obliged for a period of at least 90 days, counting from the date established by legislation for their presentation;
– Failure to prove paid-in share capital or that it has insufficient assets or operational capacity to carry out its corporate purpose, a situation in which it will be classified as in fact non-existent;
– E-commerce that is not located at the address informed in the CNPJ or whose activities are suspended will also be considered non-existent, except when the interruption is communicated;
– Carry out operations for third parties, with the aim of covering up their real beneficiaries;
– Participate in an organization with the purpose of suppressing or reducing the collection of taxes or making the collection of tax debts unfeasible or detrimental, including through the issuance of tax documents that report fictitious transactions or assignment of non-existent or third-party credits;
– Sell products of an illicit nature, resulting from theft, smuggling, embezzlement, pirated products or unauthorized reproduction of works protected by copyright (counterfeiting).
The e-commerce whose CNPJ was considered unfit due to failure to deliver additional obligations will have its registration reestablished as soon as the pending issues are resolved. In other cases, it will be necessary to open an administrative process for this purpose.
Therefore, in the event of the Federal Revenue declaring the CNPJ unsuitable, even though the legal personality of e-commerce as an autonomous entity remains untouchable under the law, it is hard to believe that it will be able to carry out any act, such as registering or maintaining itself. active on a marketplace, operate a bank account and even issue invoices. Hence it can be said that this scenario is the equivalent of a death penalty for e-commerce.